CRÉDIT AGRICOLE S.A. DocuSign Envelope ID: FF9B2A95-8349-489D-A846-40EA186E9FE7
MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturers' product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive (EU) 2014/65 (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and ECPs only target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislativematerials"), has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
DocuSign Envelope ID: FF9B2A95-8349-489D-A846-40EA186E9FE7
Final Terms dated 16 January 2023
Crédit Agricole S.A.
Legal Entity Identifier (LEI) of the Issuer is 969500TJ5KRTCJQWXH05
Euro 85,000,000,000
Euro Medium Term Note Programme
Series No: 654
Tranche No: 1
Issue of EUR 1,000,000,000 Senior Preferred Fixed Rate Notes due 18 January 2033
(the "Notes")
Issued by: Crédit Agricole S.A. (the "Issuer")
Lead Manager and Sole Bookrunner
Crédit Agricole CIB
Joint Lead Managers
DZ BANK AG
IMI - Intesa Sanpaolo
Natixis
Co-Lead Managers
ABANCA
Banca Akros S.p.A. - Gruppo Banco BPM
BayernLB
DNB Markets
La Banque Postale
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.
A50189646 | 2 |
DocuSign Envelope ID: FF9B2A95-8349-489D-A846-40EA186E9FE7
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any consumer (consument/ consommateur) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended, in Belgium.
The expression "Prospectus Regulation" means Regulation (EU) No 2017/1129, as amended.
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DocuSign Envelope ID: FF9B2A95-8349-489D-A846-40EA186E9FE7
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in "Terms and Conditions of the French Law Notes" in the base prospectus dated 8 April 2022 which has received approval no. 22-090 from the Autorité des marchés financiers (the "AMF") on 8 April 2022, the first supplement to it dated 17 May 2022 which has received approval no. 22-158 from the AMF on 17 May 2022, the second supplement to it dated 27 June 2022 which has received approval no. 22-246 from the AMF on 27 June 2022, the third supplement to it dated 17 August 2022 which has received approval no. 22-353 from the AMF on 17 August 2022, the fourth supplement to it dated 18 November 2022 which has received approval no. 22-455 from the AMF on 18 November 2022 and the fifth supplement to it dated 2 January 2023 which has received approval no. 23-004 from the AMF on 2 January 2023, which together constitute a base prospectus for the purposes of the Prospectus Regulation (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of the Issuer (https://www.credit- agricole.com/finance/finance/dette-et-notations/emissions-marche/credit-agricole-s.a.- emissions-marche), on the website of the AMF (www.amf-france.org) and copies may be obtained from Crédit Agricole S.A., 12, Place des États-Unis, 92127 Montrouge Cedex, France.
1. | Issuer: | Crédit Agricole S.A. | |
2. | (i) | Series Number: | 654 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Notes | ||
become fungible: | Not Applicable | ||
3. | Specified Currency or Currencies: | Euro ("EUR") |
4. Aggregate Nominal Amount:
(i) | Series: | EUR 1,000,000,000 | |
(ii) | Tranche: | EUR 1,000,000,000 | |
5. | Issue Price: | 99.984 per cent. of the Aggregate Nominal | |
Amount | |||
6. | Specified Denomination: | EUR 100,000 | |
7. | (i) | Issue Date: | 18 January 2023 |
(ii) | Interest Commencement | ||
Date: | Issue Date | ||
8. | Maturity Date: | 18 January 2033 | |
9. | Interest Basis: | 4.00 per cent. Fixed Rate | |
(further particulars specified in paragraph | |||
15 below) | |||
10. | Redemption Basis: | Subject to any purchase and cancellation or | |
early redemption, the Notes will be | |||
redeemed on the Maturity Date at 100.00 | |||
per cent. of their nominal amount |
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DocuSign Envelope ID: FF9B2A95-8349-489D-A846-40EA186E9FE7
- Change of Interest Basis:
- Noteholder Put/Issuer Call:
- Status:
- Dates of the corporate authorisations for issuance of the Notes:
Not Applicable
Not Applicable
Senior Preferred Notes
Resolution of the Board of Directors of the Issuer dated 9 February 2022 (as amended and completed by the resolution of the Board of Directors of the Issuer dated 3 August 2022) and the décision d'émission dated 16 January 2023
Provisions Relating to Interest (if any) Payable | |||
15. | Fixed Rate Note: | Applicable | |
(i) | Rate of Interest: | 4.00 per cent. per annum payable annually | |
in arrear on each Interest Payment Date |
- Interest Payment Dates: 18 January in each year, from (and including) 18 January 2024, up to (and including) the Maturity Date
(iii) | Fixed Coupon Amount: | EUR 4,000 per Specified Denomination | |
payable on each Interest Payment Date | |||
(iv) | Broken Amount: | Not Applicable | |
(v) | Day Count Fraction: | Actual/Actual-ICMA, not adjusted | |
(vi) | Determination Dates: | 18 January in each year | |
(vii) | Resettable Notes: | Not Applicable | |
16. | Floating Rate Note: | Not Applicable | |
17. | Zero Coupon Note: | Not Applicable | |
18. | CMS Linked Note: | Not Applicable | |
19. | Inflation Linked Notes: | Not Applicable |
Provisions Relating to Redemption
20. Redemption at the Option of the
Issuer (Issuer Call): | Not Applicable | |||
21. | Clean-up Redemption Option: | Applicable | ||
(i) | Clean-up Percentage: | 80 per cent. | ||
(ii) | Notice Period: | As per Conditions | ||
(iii) | Optional | Redemption | ||
Amount(s) of each Note and | ||||
method, if any, of calculation | ||||
of such amount(s): | EUR 100,000 per Note of EUR 100,000 | |||
Specified Denomination | ||||
(iv) | Optional | Clean-up | ||
Redemption Date(s) (solely if | ||||
the Clean-Up | Percentage | is |
A50189646 | 5 |
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Crédit Agricole SA published this content on 19 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 January 2023 10:30:07 UTC.
